Sec Form 4 Filing - Goff Gregory James @ ANDEAVOR LOGISTICS LP - 2018-10-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Goff Gregory James
2. Issuer Name and Ticker or Trading Symbol
ANDEAVOR LOGISTICS LP [ ANDX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ANDEAVOR LOGISTICS LP, 200 E. HARDIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/16/2018
(Street)
FINDLAY, OH45840
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units (Limited Partner Interests) 10/16/2018 A 196,298 A 327,751.904 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goff Gregory James
C/O ANDEAVOR LOGISTICS LP
200 E . HARDIN STREET
FINDLAY, OH45840
X
Signatures
/s/ Molly R. Benson, Attorney-in-Fact for Gregory James Goff 10/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Due to the change in control of the Issuer's general partner (pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC (now known as Andeavor LLC), as amended), the performance phantom unit awards previously granted under the Issuer's 2011 Long-Term Incentive Plan were converted into time-based awards based on the greater of target or actual performance of the original awards as certified by the Board of Directors of the general partner. The vesting terms of the converted awards are unchanged from the original awards.
( 2 )Due to an inadvertent miscalculation, Mr. Goff's total holdings following previous reported transactions were overstated by 26.096 common units. The correct balance as of January 18, 2018, prior to this reported transaction, was 131,453.904 common units.

Remarks:
Exhibit List: Exhibit 24 Power of AttorneyThe Reporting Person is a Director of Tesoro Logistics GP, LLC, the general partner of the Issuer. The Issuer is managed by the directors and executive officers of Tesoro Logistics GP, LLC.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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